Guaranty Unconditional Clause Samples

Guaranty Unconditional. The obligations of each of the Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (A) any extension, renewal, settlement, indulgence, compromise, waiver or release of or with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations, whether (in any such case) by operation of law or otherwise, or any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or with respect to any obligation of any other guarantor of any of the Guaranteed Obligations; (B) any modification or amendment of or supplement to the Credit Agreement, any Swap Agreement, any Banking Services Agreement or any other Loan Document, including, without limitation, any such amendment which may increase the amount of, or the interest rates applicable to, any of the Obligations guaranteed hereby; (C) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; (D) any change in the corporate, partnership or other existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations, or any of their respective assets or any resulting release or discharge of any obligation of the Borrower or any other guarantor of any of the Guaranteed Obligations; (E) the existence of any claim, setoff or other rights which the Guarantors may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Holder of Guaranteed Obligations or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that nothing herein shall prevent the assertion o...

Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor or any other Person under any Loan Document, by operation of law or otherwise; (b) any modification or amendment of or supplement to the Credit Agreement or any other Loan Document; (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower, the Guarantor or any other Person under any Loan Document; (d) any change in the corporate existence, structure or ownership of the Borrower, the Guarantor or any other Person or any of their respective Subsidiaries, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, the Guarantor or any other Person or any of their assets or any resulting release or discharge of any obligation of the Borrower, the Guarantor or any other Person contained in any Loan Document; (e) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Borrower, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (f) any invalidity or unenforceability relating to or against the Borrower, any other Obligor or any other Person for any reason of the Credit Agreement or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, of the principal or the interest or any other amount payable by the Borrower under any Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to obligations of the Guarantor hereunder.

Guaranty Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by (1) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise; (2) any modification or amendment of or supplement to the Indenture or any Note; (3) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note; (4) the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (5) any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or (6) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of the Guarantors under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following: (a) any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise; (b) any modification or amendment of or supplement to this Agreement, any Note, any other Loan Document, or any agreement or instrument evidencing or relating to any Guaranteed Obligation; (c) any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any Guaranteed Obligations; (d) any change in the corporate existence, structure or ownership of any Loan Party or other Subsidiary or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan Party or other Subsidiary or its assets or any resulting release or discharge of any obligation of any Loan Party or other Subsidiary contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations; (e) the existence of any claim, set-off or other rights that any Loan Party may have at any time against any other Loan Party, the Lender, any Affiliate of the Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to or against any other Loan Party for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party of any of the Guaranteed Obligations; or (g) any other act or omission of any kind by any other Loan Party, the Lender or any other Person or any other circumstance whatsoever that might, but for the provisions of this Article, constitute a legal or equitable discharge of any Guarantor’s obligations under this Section other than the irrevocable payment in full of all Guaranteed Obligations.

Guaranty Unconditional. The obligations of TLGI hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under this Agreement or any Letter of Credit or the exchange, release or non-perfection of any collateral security therefor (including, without limitation, the collateral pledged under the Collateral Trust Agreement); (b) any modification or amendment of or supplement to this Agreement, any Letter of Credit, the Collateral Trust Agreement, or any other Loan Document, or the termination of the Collateral Trust Agreement or the release of any collateral pledged thereunder; (c) any change in the corporate existence, structure or ownership of the Borrower or any other Subsidiary, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower, any other Subsidiary or their respective assets; (d) the existence of any claim, set-off or other rights which TLGI may have at any time against the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person, whether in connection herewith or with any unrelated transactions, PROVIDED that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (e) any invalidity or unenforceability relating to or against the Borrower or any Pledgor Subsidiary for any reason of any provision or all of this Agreement, the Collateral Trust Agreement, or any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower of the principal of or interest on any Revolving Loan or Swing Line Loan or Reimbursement Obligation or the payment or performance by the Borrower of any other Obligation hereunder or under any of the other Loan Documents or the payment or performance by any Guarantor of any of its obligations under any Guaranty; or (f) any other act or omission to act or delay of any kind by the Borrower, any other Guarantor, the Agent, any Lender, the L/C Issuer or any other Person or any other circumstance whatsoever which might, but for the provisions of this SECTION 5.2, constitute a legal or equitable discharge of TLGI's obligations hereunder.

Guaranty Unconditional. The obligations of each Subsidiary Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise; (ii) any modification or amendment of or supplement to this Indenture or any Note; (iii) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note; (iv) the existence of any claim, set-off or other rights which the Subsidiary Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under this Indenture; or (vi) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Subsidiary Guarantor’s obligations hereunder.

Guaranty Unconditional. The obligations of CFSC under this Article IX shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of CIF or CFKK under this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, by operation of law or otherwise, or the exchange, release or non-perfection of any collateral security therefor; (ii) any modification or amendment of or supplement to this Agreement, the Local Currency Addendum, the Japan Local Currency Addendum, or any Note; (iii) any change in the corporate existence, structure or ownership of CIF or CFKK, including the merger of CIF or CFKK, into another entity, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting CIF or its assets, or CFKK or its assets, or any resulting release or discharge of any obligation of CIF or CFKK under this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, as applicable; (iv) the existence of any claim, set-off or other rights which CFSC may have at any time against CIF or CFKK, the Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; (v) any invalidity or unenforceability relating to or against CIF or CFKK for any reason of any provision or all of this Agreement, the Local Currency Addendum or the Japan Local Currency Addendum, or any provision of applicable law or regulation purporting to prohibit the payment by CIF or CFKK of the principal of or interest on any Advance or any other amount payable by it under this Agreement; or (vi) any other act or omission to act or delay of any kind by CIF, CFKK, the Agent, the Local Currency Agent, the Japan Local Currency Agent, any Bank or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of CFSC’s obligations under this Article IX, of CIF’s obligations under this Agreement or the Local Currency Addendum or of CFKK’s obligations under this Agreement or the Japan Local Currency Addendum.

Guaranty Unconditional. 50 Section 9.03. Discharge Only upon Payment in Full; Reinstatement In Certain Circumstances.................................................................51 Section 9.04. Waiver by the Company...........................................................51 Section 9.05. Subrogation.....................................................................51 Section 9.06. Stay of Acceleration............................................................52 Section 9.07. Release upon Separation.........................................................52

Guaranty Unconditional. The obligations of each Guarantor under this Article 5 shall be continuing, unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any Obligation of the Borrower under this Agreement or any other Loan Document, by operation of law or otherwise; (b) any modification or amendment or supplement to this Agreement or any other Loan Document; (c) any modification, amendment, waiver, release, non-perfection or invalidity of any direct or indirect security, or of any guaranty or other liability of any third party, for any Obligation of the Borrower under this Agreement or any other Loan Document; (d) any change in the existence, structure or ownership of the Borrower or any Guarantor, or any insolvency, bankruptcy, reorganization or other similar case or proceeding affecting the Borrower or any Guarantor or any of their respective assets, or any resulting release or discharge of any Obligation of the Borrower under this Agreement or any other Loan Document; (e) the existence of any claim, set-off or other right that any Guarantor at any time may have against the Borrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person, regardless of whether arising in connection with this Agreement or any other Loan Document; (f) any invalidity or unenforceability relating to or against the Borrower for any reason of the whole or any provision of this Agreement or any other Loan Document, or any provision of Applicable Bankruptcy Law purporting to prohibit the payment or performance by the Borrower of any Obligation or the payment by the Borrower of any other amount payable by it under this Agreement or any other Loan Document; or (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, the Issuing Bank, any Lender or any other Person or any other circumstance whatsoever that might but for the provisions of this Section 5.4 constitute a legal or equitable discharge of the obligations of any Guarantor under this Article 5.